Direct Sales Terms and Conditions

 These Terms and Conditions (“Agreement”) control the relationship between Sun Scientific, Inc. “SUN” and Buyer effective September 1, 2026 and control any purchase made by an individual or entity (“Buyer”) on the SUN website including but not limited to www.sun-scientific.com and www.aero-wrap.com as well as any purchase made via purchase order, email, telephone, Shopify, or other medium for a “Product” as defined below.  

1. Ordering. Any orders submitted by Buyer (including purchase orders) shall be subject to acceptance by SUN by either shipment of Product or written notice of acceptance. Each order submitted by Buyer shall be binding upon Buyer and shall set forth the type of Products ordered, quantities to be supplied and delivery dates, including whether shipment sent to Buyer or directly to patient. No term or condition set forth in any order submitted by Buyer (or any other document s besides this Agreement) will have any effect other than the identification of Product type, quantity, delivery dates and other general non-contractual invoice information. All other terms and conditions contained in Buyer’s purchase orders or any other documents shall be deemed null and void. The terms set forth in this Agreement shall apply to all orders placed by Buyer and accepted by SUN. If, at any time, it becomes necessary for SUN to allocate shipments due to supply shortages, SUN will take whatever action in its judgment is fair and appropriate, including giving its own direct customers first priority. In the event certain Products are not in inventory but remaining Products in a purchase order are in inventory, SUN will ship those Products in inventory and ship the other Products as soon in received in inventory, subject to the preceding sentence.  
2. Shipping. All Products will be sold Freight FOB Dobbs Ferry, NY. The method of transportation and carrier will be at SUN’s discretion. Buyer shall pay for all shipping costs unless providing its own account number with UPS or Federal Express. SUN’s default shipping method is ground shipping through UPS. Products may only be ordered for shipping within the United States of America. Trans-shipments and partial shipments are allowed. Requests for adjustments on shipping errors (including concealed shortages/overages) must be reported within thirty (30) days after receipt of the shipment. The delivering carrier, and not SUN, is responsible for damage in shipment. Packing material should not be discarded when damage is found. Subject to requirements to file a claim with such carrier, Buyer should  notify the carrier to inspect any damages. Damaged items cannot be returned to SUN without authorization. B 
3. Return Policy and Credits. Buyer shall not have the right to return any Products unless (i) such Product does not comply with such express warranties as are contained herein, and (ii) Buyer notifies SUN in writing of such noncompliance within 30 days following receipt of such Product. The failure by Buyer to notify SUN within such 30 day period of non-compliance of any Product shall constitute acceptance of the Product by Buyer. Returns of non-conforming Products require prior written authorization from SUN and shipping in accordance with instructions provided by SUN. When contacting SUN for return authorization, Buyer must provide the Product name, invoice number and date of shipment. Authorized returns must be in clean factory packaging. All returns must be made by prepaid transportation (Buyer pays) unless otherwise specified by SUN. Shipping charges on all returns will be at Buyer’s or its customer’s expense unless SUN confirms that the Product is defective, in which case shipping charges will be refunded by SUN. Ordering error returns may be requested within five (5) days of receipt of order, but will be subject to a 20% restocking charge, which will be deducted from the credit given. Opened individual Product packaging cannot be returned for credit.  
4. Warranty  SUN warrants that the Products will be free from defects in material and workmanship for ninety (90) days from shipping date of the applicable Product (the “Warranty Period”), though some Products may have a longer period only as provided in writing by SUN. Buyer or the respective customer must notify SUN of any defect within thirty (30) days after delivery of the Products in question, or if the defect is one which cannot reasonably be discovered upon delivery, within thirty (30) days after said defect should reasonably have been discovered but in no event later than six months after delivery. Buyer’s or the customer’s failure to timely give the required notice shall render the warranty ineffective. This warranty does not extend to any Products which have been subject to misuse, accident or improper installation, maintenance or application, nor does this warranty extend to any labor charges for removal and/or replacement of the nonconforming or defective Product or part thereof. This warranty does not cover service or parts for any attachments, accessories, or alteration not provided by SUN, nor correction of problems resulting from the use of attachments, accessories or alterations not provided by SUN. THE WARRANTY SET FORTH IN THIS SECTION 4 IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED. COMPANY ACKNOWLEDGES THAT SUN HAS MADE NO UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS TRANSACTION OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS. NO PERSON IS AUTHORIZED TO EXPAND OR IN ANY MANNER MODIFY SUN’S EXPRESS WARRANTY DESCRIBED ABOVE. Notwithstanding anything to the contrary set forth herein, the liability of SUN with respect to a claim of any kind, whether as to quality or amount of Products delivered or for non-delivery of Products, shall not exceed the invoice price of the quantities of Products as to which the claim is made. SUN’s liability under this warranty shall be limited, at SUN’s option, to repairing or replacing any Product which SUN finds to be defective in material or workmanship after receipt of the Product by SUN for inspection. Buyer acknowledges and agrees that upon the expiration of the Warranty Period, SUN will have no further obligation for the repair or replacement of any Products. Further Buyer agrees that in no way is SUN responsible or liable for any denial of reimbursement or lower payment by a healthcare insurance company/Medicaid/Medicare than what Buyer expected to receive when Buyer executed this Agreement, order, or thereafter. IN NO EVENT SHALL SUN BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING IN TORT, CONTRACT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR REVENUE, DOWNTIME COSTS, LOSS OF USE OF THE PRODUCTS, COST OF ANY SUBSTITUTE PRODUCT, FACILITY OR SERVICE, AND ANY CLAIMS OF COMPANY, COMPANY’S CUSTOMERS OR OTHER THIRD PARTIES FOR ANY SUCH DAMAGES). Buyer assumes all responsibility and liability for injury or damages resulting from their handling, billing, processing, possession, use or sale of Products including, but not limited to any injury or damage resulting from the use of Products in their business operations or in combination with other products, and agrees to defend and indemnify SUN and its members, managers, officers, employees and agents from and against all claims, losses, liabilities and expenses (including attorneys’ fees and other litigation or settlement costs) arising out of such handling, billing, processing, possession, use or sale.  
5. License. Nothing contained in this Agreement shall be construed to grant to Buyer any rights or license whatsoever in any patent, trademark, trade name, trade dress, service mark or original packaging of SUN or any of its Affiliates (collectively, the “Patents and Marks”), except rights expressly granted herein to use the Products on which the Marks appear and to advertise the Products. Buyer disclaims any interest in and right to any of the Patents and Marks or the goodwill pertaining thereto, whether arising out of this Agreement or arising in some other manner. All sales of Products to Buyer are made with the understanding that any such trademarks, trade names, trade dress, service marks or original packaging will not be altered or misused by Buyer or its officers, directors, employees or agents. During the term of this Agreement, Buyer shall do nothing that will in any way damage the reputation of SUN or the Products, subject to requirements to provide factual testimony as required pursuant to a subpoena. 
6. Confidentiality. Buyer acknowledges that it may be given access to confidential and proprietary information regarding Sun, the Products, pricing including discounted quantity based pricing, financial information, marketing information, and commercial plans of SUN and its Affiliates including without limitation developmental products (the “Confidential Information”). For the purposes of this Agreement, Confidential Information includes, but is not limited to, pricing, drawings and specifications, know-how, Product development data and information and products, customer lists, marketing and promotional information, financial information, competitive strategies, and trade secrets. Buyer acknowledges that the Confidential Information remains the property of SUN. Buyer shall not at any time disclose any Confidential Information to any person or entity, other than those of its agents to whom disclosure is reasonably necessary in order for Buyer to fulfill its obligations hereunder (each of such persons to be advised by Buyer of the confidential nature of the information and to be subject to contractual obligations of confidentiality to Buyer substantially equivalent to Buyer’s undertakings in this paragraph), and will not use the Confidential Information for any purpose other than in the performance of its obligations hereunder. This restriction on use and disclosure shall not apply to SUN’s information that is (i) in the public domain at the time of disclosure to Buyer or which subsequently becomes part of the public domain through no fault of Buyer; (ii) disclosed to Buyer by a third party without any obligation of confidentiality; (iii) in Buyer’s possession prior to disclosure by SUN, as evidenced by reasonable written evidence; or (iv) independently developed by Buyer where it did not have access to SUN’s information, as evidenced by reasonable written evidence. Buyer has the burden to establish that any of the foregoing exceptions is applicable. Upon termination of this Agreement, Buyer shall return to SUN all tangible copies of Confidential Information, destroy all notes, memoranda, workpapers, extracts and the like containing Confidential Information, and provide SUN with a certificate signed by Buyer confirming Buyer’s fulfillment of its obligations under this paragraph. Buyer acknowledges that that SUN has no interest in using any other person’s patents, copyrights, trade secrets, or other intellectual property rights in an unlawful manner, and therefore Buyer shall not misapply proprietary rights of any third party that Buyer has no right to use and shall indemnify Sun if any allegation is made against SUN. Further, Buyer cannot use the Confidential Information for its own advantage and must disclose any conflict of interest including if it is receiving any compensation (commission, favored status, etc.) with any distributor/reseller it introduces to SUN.  
7. Labels/Resale. Buyer may not resell any Product to any third-party distributor without SUN’s prior written consent. Buyer and its customers are strictly prohibited from offering to sell and from selling the Products on the Internet, including in particular, Amazon.com and Ebay.com and any other aggregating sales website, except that Buyer may resell the Products on its own proprietary Internet website, i.e., websites that are not a part of third party websites and wherein Buyer is the direct owner of the website. Further, Buyer will not alter, modify, or change any Product, its package, package contents, labeling, manufacturer’s directions or trademark for resale and will make reasonable efforts to prevent its customers from doing so. If SUN becomes aware that any of Buyer’s customers has altered, modified or changed any Product, package or package contents, labeling, manufacturer’s directions or trademark, Buyer shall, if SUN so requests, cease selling Products to such customer. Buyer shall comply with all applicable laws, rules and regulations related to the sale, distribution, promotion, marketing, handling, storage and shipment of the Products in the United States and not ship outside of the United States. 
8. Indemnification. Buyer shall indemnify, defend and hold SUN and its Affiliates harmless from and against any and all claims, demands, actions, causes of action, judgments, losses, liabilities, costs,  and expenses of any kind, nature and description, including but not limited to reasonable attorneys’ fees and other litigation expenses (collectively, “Losses”), arising from or related to (i) any bodily injury or wrongful death suffered by third parties arising out of the use of the Products, to the extent attributable to the negligence or misconduct of Buyer, (ii) Buyer’s breach of any of its covenants or representations contained herein, (iii) any statement, representation or warranty made by Buyer or its employees or agents with respect to a Product or its use that is not first approved by SUN in writing or that is not consistent with the statements, representations or warranties contained in the Product labeling or package insert, and (iv) any bodily injury or wrongful death suffered by third parties arising out of the negligent maintenance, servicing or repairing of the Products by Buyer. When applicable based on large order quantities, Buyer shall maintain appropriate commercial insurance to comply with its indemnification responsibilities and name SUN as an additional insured for a period of time as notified in writing by SUN. 
   
   SUN shall indemnify, defend and hold harmless Buyer from and against any and all Losses arising from or related to (i) any bodily injury or wrongful death suffered by third parties arising out of the use of the Products, to the extent attributable to the negligence or misconduct of SUN, or (ii) any breach by SUN of any of its covenants, representations or warranties set forth herein, subject to the limitations set forth in Section 4 of this Agreement. 
9. Miscellaneous Terms. This Agreement (together with any purchase order, Business Associate Agreement, Non-Disclosure Agreement, and any other applicable document) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all previous undertakings, agreements and representations between the parties, written or oral, with respect to the subject matter hereof. No modification of, addition to, or waiver of any provisions of this Agreement shall be binding upon either party hereto unless the same shall be in writing and duly executed by a duly authorized representative of both parties hereto. No waiver by either party of any of its rights hereunder shall be effective unless in writing and signed by the party to be charged there with. Any attempt to assign, or any actual assignment of any part of this Agreement or any agreement between the parties, by Buyer to any third party without SUN’s prior written approval, shall be deemed null and void and shall result in the immediate termination of the distribution relationship, provided, however, that Buyer may assign this Agreement shall be permitted in the event of a sale of more than fifty (50) percent of Buyer. Notwithstanding the previous sentence, SUN and Buyer may assign this Agreement to any of its Affiliates. “Affiliates”  means any corporation or other legal entity which controls the party at issue, is controlled by the party at issue, or is under common control with the party at issue; and “Control” means the ownership of or ability to control the vote of 50% or more of the issued and outstanding voting equity of an entity. Neither party shall be liable to the other for any delay or failure to perform hereunder , which delay or failure is due to causes beyond the reasonable control of said party, including but not limited to acts of God, acts of the public enemy, acts of terrorism, acts of the United States of America or any state, territory or political subdivision thereof, fires, floods, epidemics, quarantine restrictions, strikes or freight embargoes. In the event any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect, and such unenforceable provision shall be deemed modified so as to comply with law while maintaining, to the maximum extent possible, the original intent of the provision. Any notice permitted or required to be given hereunder shall be in writing and delivered by certified mail, return receipt requested, or by internationally recognized overnight express courier, or by email, addressed to the parties at their respective addresses set forth on the signature page of the Order or to such other address as either party may designate by written notice delivered to the other party. All section headings have been included herein for reference purposes only and are not to be used in the interpretation of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the conflicts of laws principles thereof. In addition, either party may seek the imposition of temporary or permanent injunctive relief to prevent or stop the disclosure or misuse of any Confidential Information that it discloses to the other party. The parties hereby consent to the jurisdiction of the courts of the State of New York for the enforcement of these provisions and the entry of judgment on any award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any award. This paragraph shall survive any termination or expiration of this Agreement.
10. Products.  “Products” include without limitation the following: Aero-Wrap®, AeroDVXTM, Aeraye®, PFABTM, AeroFlexTM, AeroBolster®, Aero-OffloaderTM, AeroCare®, ExuCare®, HemoWrap®, ExorbTM, and Sun-WrapTM.